ECR Completes Due Diligence on Itogon Gold-Silver Project, Philippines and Amendments to Terms of Proposed Redemption of Convertible Loan Notes

ECR Completes Due Diligence on Itogon Gold-Silver Project, Philippines and Amendments to Terms of Proposed Redemption of Convertible Loan Notes

ECR Minerals plc

ECR MINERALS plc
(“ECR Minerals”, “ECR” or the “Company”)

AIM: ECR
US OTC: MTGDY

ECR COMPLETES DUE DILIGENCE ON ITOGON GOLD-SILVER PROJECT, PHILIPPINES
and
AMENDMENTS TO TERMS OF PROPOSED REDEMPTION OF CONVERTIBLE LOAN NOTES

LONDON: 29 JULY 2013

Completion of Due Diligence on Itogon Gold-Silver Project

ECR Minerals plc announces that further to its news releases of 29 April 2013 and 25 June 2013 in relation to the Company’s earn-in and joint venture agreement (the “Agreement”) with Tiger International Resources Inc. (“Tiger”) and Tiger’s subsidiary Cordillera Tiger Gold Resources Inc. (“Cordillera Tiger”), ECR has completed its due diligence pursuant to the Agreement.

On the basis of its due diligence ECR is pleased to confirm that it intends to proceed with the earn-in. In addition, Tiger has confirmed that the Agreement is exempt from TSX Venture Exchange approval. The only remaining condition for the commencement of the earn-in is now the receipt by Cordillera Tiger of absolute confirmation that the exploration permit pertaining to the Itogon project has been extended for a further two years (the “Extension”). It is currently expected that this confirmation will be received during August.

The Agreement gives ECR the exclusive right and option to earn a 50% interest in Cordillera Tiger and thereby in the Itogon project (the “Earn-In Option”) by obtaining, for Cordillera Tiger, a mining licence in respect of the project within 5 years of the commencement of the earn-in and by making certain staged payments to Tiger. ECR will fund all expenditure required for Cordillera Tiger to obtain a mining licence, and through Cordillera Tiger, will be the operator of the project during the earn-in; after a mining licence is obtained ECR and Tiger would fund development of the Itogon project pro rata, or the non-funding partner would be diluted.

Amendments to Terms of Proposed Redemption of Convertible Loan Notes

Further to ECR’s announcement of 19 July 2013, discussions with Loan Note holders indicate that the support of holders for the Redemption on the terms proposed will be obtained, subject to the following amendments to the terms:

• for each Ordinary Share issued in redemption of the principal amount of the Loan Notes, holders are to receive in addition one share purchase warrant exercisable to acquire one Ordinary Share at a price of 0.2p (the “Warrants”);
• the Warrants will be valid for 5 years and exercisable at any time within that period;
• if the price of Ordinary Shares exceeds 0.25p for 10 consecutive trading days during the life of the Warrants then they must be exercised immediately or else will expire early;
• accrued interest on the Loan Notes from 1 May 2013 up to the Redemption date will be paid in Ordinary Shares to be issued at a price of 0.1p rather than cash (these shares not to be subject to any hold period).

The Company is in the process of preparing documents to formalise the agreement between Loan Note holders and the Company with respect to the above. It is anticipated that the Meeting will be held on 5 August 2013 as planned.

Capitalised terms in the preceding two paragraphs have the same meaning as in the Company’s announcement of 19 July 2013.

Stephen Clayson, Chief Executive Officer of ECR, commented:

“The Itogon project represents an exciting opportunity to take operational control of an advanced exploration asset in a prolific mining district and seek to move it expeditiously towards production. It follows that having completed our due diligence we are eager to commence operations once the remaining precondition is satisfied.

“Separately, we are pleased to report that it appears support for the proposed Redemption of all the Company’s Loan Notes will be obtained subject to adoption of the amendments to the terms of the Redemption described above. The issue of the Warrants will mean that it will be very much in the interest of former Loan Note holders for the ECR share price to rise and exceed 0.2p. Furthermore, if exercised, the Warrants will have the effect of providing additional funding to the Company.”

ABOUT ECR MINERALS PLC

ECR is a mineral development company with, among other interests, the right to earn a 50% interest in the Itogon gold-silver project in the Philippines. The Itogon project is an advanced exploration project located in a gold and copper mining district on the island of Luzon in the north of the Philippines, and benefits from an extensive historical dataset.

The Company also has 100% ownership of the Sierra de las Minas gold project in La Rioja Province, Argentina; and a substantial minority stake in THEMAC Resources Group Ltd (TSX-V: MAC), which is focused on the development of the Copper Flat copper-molybdenum-gold-silver porphyry project in New Mexico, USA.

FOR FURTHER INFORMATION PLEASE CONTACT:

ECR Minerals plc		Tel: [phone]
Paul Johnson, Non-Executive Chairman
Stephen Clayson, Director & Chief Executive Officer
Email: [e-mail]
Website: www.ecrminerals.com
Daniel Stewart & Company plc		Tel: [phone]
David Hart/Antony Legge

FORWARD LOOKING STATEMENTS

This announcement may include forward looking statements. Such statements may be subject to a number of known and unknown risks, uncertainties and other factors that could cause actual results or events to differ materially from current expectations. There can be no assurance that such statements will prove to be accurate and therefore actual results and future events could differ materially from those anticipated in such statements.

Accordingly, readers should not place undue reliance on forward looking statements. Any forward looking statements contained herein speak only as of the date hereof (unless stated otherwise) and, except as may be required by applicable laws or regulations (including the AIM Rules for Companies), the Company disclaims any obligation to update or modify such forward looking statements as a result of new information, future events or for any other reason.